SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1995
------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------- -------
Commission file number: 0-12695
INTEGRATED DEVICE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2669985
----------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2975 Stender Way, Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 727-6116
NONE
------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----
The number of outstanding shares of the registrant's Common Stock, $.001 par
value, as of July 30, 1995 was 38,393,391.
<PAGE>
PART I. FINANCIAL INFORMATION
--------------------------------
Item 1. Financial Statements
INTEGRATED DEVICE TECHNOLOGY, INC.
------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------------------
(In thousands, except per share data)
(Unaudited)
Quarter Ended Quarter Ended
July 2, 1995 July 3, 1994
-----------------------------------------------
Revenues $152,195 $95,043
Cost of revenues 64,322 40,411
-----------------------------------------------
Gross profit 87,873 54,632
Operating expenses:
Research and development 27,747 17,580
Selling, general and
administrative 20,684 14,830
-----------------------------------------------
Total operating expenses 48,431 32,410
Operating income 39,442 22,222
Interest expense (1,506) (959)
Interest income and other,net 4,404 1,241
-----------------------------------------------
Income before provision for
income taxes 42,340 22,504
Provision for income taxes 13,549 5,626
-----------------------------------------------
Net income $28,791 $16,878
===============================================
Net income per share
Primary $0.71 $0.47
Fully Diluted $0.70 $0.47
Weighted average shares of
common stock and common
stock equivalents
Primary 40,724 36,107
Fully Diluted 42,221 36,107
The accompanying notes are an integral part of these financial statements.
<PAGE>
INTEGRATED DEVICE TECHNOLOGY, INC.
--------------------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------
(In thousands, except share amounts)
(Unaudited)
July 2, 1995 April 2, 1995
--------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $241,872 $130,211
Short-term investments 177,548 91,425
Accounts receivable, net 82,730 71,974
Inventory (Note 2) 40,386 37,459
Deferred tax assets 25,166 26,443
Prepayments and other current assets 6,411 7,013
--------------------------------------
Total current assets 574,113 364,525
Property, plant and equipment, net 195,120 178,780
Other assets 35,336 18,670
--------------------------------------
TOTAL ASSETS $804,569 $561,975
======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $51,130 $39,814
Accrued compensation and related expense 17,155 22,889
Deferred income on shipments to
distributors 21,630 22,348
Income taxes payable 13,372 1,716
Other accrued liabilities 10,392 10,609
Current portion of long term obligations 5,037 5,903
--------------------------------------
Total current liabilities 118,716 103,279
Convertible subordinated notes, net of
issuance costs 196,775 ------
--------------------------------------
Long term obligations 35,695 36,595
--------------------------------------
Deferred tax liabilities 7,570 7,570
--------------------------------------
Stockholders' equity :
Preferred stock;$.001 par value:
5,000,000 shares authorized;
no shares issued
Common stock; $.001 par value:
65,000,000 shares authorized;
38,308,349 and 38,104,634
shares issued and outstanding 38 38
Additional paid-in capital 273,396 271,618
Retained earnings 171,610 142,819
Unrealized gain on available-for-sale
securities, net 718 ------
Cumulative translation adjustment 51 56
--------------------------------------
Total stockholders' equity 445,813 414,531
--------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $804,569 $561,975
======================================
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
INTEGRATED DEVICE TECHNOLOGY, INC.
--------------------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------
(In thousands)
(Unaudited)
<CAPTION>
Quarter Ended Quarter Ended
July 2, 1995 July 3, 1994
--------------------------------------
<S> <C> <C>
Increase (decrease) in cash
Operating activities:
Net income $28,791 $16,878
Adjustments:
Depreciation and amortization 11,419 9,492
Provision for losses on accounts receivable ---- 197
Changes in assets and liabilities:
Accounts receivable (10,756) (13,719)
Inventory (2,927) (2,484)
Other assets 360 (2,243)
Accounts payable 11,316 7,091
Accrued compensation and related expense (5,734) (3,710)
Deferred income on shipments to distributors (718) 3,127
Income taxes payable 12,933 5,119
Other accrued liabilities (15) (3,178)
--------------------------------------
Net cash provided by operating activities 44,669 16,570
--------------------------------------
Investing activities:
Purchases of property, plant and equipment (27,043) (14,506)
Purchases of short-term investments (95,361) (5,947)
Proceeds from sales of short-term investments 9,956 8,130
Purchases of investments collaterizing facility lease (17,086) ------
--------------------------------------
Net cash used for investing activities (129,534) (12,323)
--------------------------------------
Financing activities:
Issuance of common stock, net 1,778 974
Proceeds from issuance of convertible subordinated notes,
net of issuance costs 196,721 ------
Payment on capital leases and other debt (1,973) (4,122)
--------------------------------------
Net cash provided (used) for financing activities 196,526 (3,148)
--------------------------------------
Net increase in cash and cash equivalents 111,661 1,099
Cash and cash equivalents at beginning of period 130,211 88,490
--------------------------------------
Cash and cash equivalents at end of period $241,872 $89,589
======================================
Supplemental disclosure of cash flow information:
Interest paid 484 787
Income taxes paid 581 463
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
INTEGRATED DEVICE TECHNOLOGY, INC.
----------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
1. The accompanying condensed consolidated balance sheet at July 2, 1995,
the condensed consolidated statements of operations and cash flows for
the fiscal quarter are unaudited. In the opinion of management, these
financial statements have been prepared on the same basis as the
audited consolidated financial statements and reflect all adjustments,
consisting of normal recurring adjustments, necessary to present fairly
the financial data of Integrated Device Technology, Inc. and its
subsidiaries for such periods. The results of operations for the three
month period ending July 2, 1995 are not necessarily indicative of the
results to be expected for the year ending March 31, 1996. The data
disclosed in the notes to the condensed consolidated financial
statements for these periods is unaudited.
This report on Form 10-Q for the quarter ended July 2, 1995 should be
read in conjunction with the Company's Annual Report to Stockholders
and Annual Report on Form 10-K for the year ended April 2, 1995.
2. Inventory consists of the following (in thousands):
July 2, 1995 April 2, 1995
------------ -------------
Raw materials $ 4,759 $ 4,404
Work-in-process 18,960 16,977
Finished Goods 16,667 16,078
---------- ---------
$ 40,386 $ 37,459
========== =========
3. The provision for income taxes reflects the estimated annualized
effective tax rate applied to earnings for the interim period. The
effective rate differs from the U.S. statutory rate of 35% primarily
due to earnings of foreign subsidiaries being taxed at lower rates and
utilization of research and development credits.
4. Primary net income per common share is computed under the treasury
stock method using the weighted average number of common shares and
dilutive common stock equivalent shares outstanding during the
respective period. Common stock equivalent shares include shares
issuable under the Company's stock option plans. The Convertible
Subordinated Notes issued in May 1995 (see Note 5) are not common stock
equivalents and, therefore, have been excluded from the computation of
primary earnings per share. Fully diluted net income per share is
computed by adjusting the primary shares outstanding and net income for
the potential effect of the conversion of the weighted convertible
subordinated
<PAGE>
notes outstanding during the respective period and the elimination of
the related interest requirements (net of income taxes).
5. In May 1995, the Company issued $201.3 million of 5.5% Convertible
Subordinated Notes (Notes), due 2002. The Notes are subordinated to all
existing and future senior debt and are convertible into shares of the
Company's common stock at a conversion of $57.25 per share and are
redeemable at the option of the Company in whole or in part at any time
on or after June 2, 1998 at 102.75% initially and thereafter at prices
declining to 100% at maturity plus accrued interest. Each holder of
these Notes has the right, subject to certain conditions and
restrictions, to require the Company to offer to repurchase all
outstanding Notes, in whole or in part, owned by such holder, at the
repurchase prices plus accrued interest upon the occurrence of certain
events and in certain circumstances. The costs incurred in connection
with the offering ($4,600,000) have been netted against the Notes
balance on the Condensed Consolidated Balance Sheet and are being
amortized over the 7-year term of the Notes using the straight-line
method. Interest on the convertible subordinated notes is payable
semi-annually on June 1 and December 1 commencing December 1, 1995.
6. On August 2, 1995, the Company announced a two-for-one stock split in
the form of a 100% common stock dividend payable to shareholders of
record as of August 25, 1995. The stock dividend is subject to the
approval of shareholders of an amendment to the Company's Certificate
of Incorporation to increase the authorized number of shares issuable
by the Company from 70,000,000 to 210,000,000. Shareholders of record
at the close of business on August 25, 1995 will receive certificates
representing one additional share for every share held at that time.
Distribution of additional shares is expected to occur on or about
September 15, 1995. Share and earnings per share amounts included in
this Form 10-Q have not been adjusted to reflect this stock split.
7. Certain amounts in prior year comparative quarter's condensed
consolidated financial statements have been reclassified to conform
with first quarter of fiscal 1996 presentation.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------
All references are to the company's fiscal periods ended July 2, 1995,
and July 3, 1994, unless otherwise indicated.
RESULTS OF OPERATIONS
Revenues increased 60% to $152.2 million in the first quarter of fiscal
1996 compared to $95.0 in the same quarter of fiscal 1995. Higher unit sales in
all product families, most notably in SRAM's, specialty memory and embedded
microprocessor and in all geographic regions, in particular Europe, Asia-Pacific
and Japan, contributed to the increase in revenues. In addition, strong demand
for the Company's 3.3 and 5 volt SRAM products resulted in higher average
selling prices for SRAM products that offset declining average selling prices in
other product families.
Gross profit in the quarter increased by $33.2 million to $87.9
million, or to 57.7% as a percentage of revenue (gross margin), compared to
57.5% in the same quarter in the prior year. Gross margin benefited from higher
average selling prices for SRAM products and higher manufacturing capacity
utilization as a result of increased unit volumes and lower costs due to die
shrinks. During the quarter the Company continued a shift to its most advanced
wafer fabrication processes, including completion of the conversion from 5" to
6" wafer processing capability in its Salinas, CA. facility. The combination of
manufacturing both 5" and 6" wafers in the same facility caused some
manufacturing inefficiencies during the quarter which resulted in higher costs
which partially offset the capacity utilization and selling price gains. In
addition, higher material costs due to increased unit volume of the Company's
cache memory modules also influenced gross profit. Modules traditionally have
had, and will likely continue to have, lower margins as a consequence of their
high purchased material content. Gross margin was also affected by declining
average selling prices in certain product families due to maturing product life
cycles and market competition. Continued strong demand has allowed the Company
to be more selective in new order acceptance thereby shifting manufacturing
capacity to higher-margin products.
Research and development (R&D) expenses increased $10.2 million to
$27.7 million in the quarter but declined as a percentage of revenues to 18.2%
from 18.5% in the same quarter a year ago. IDT continued development of several
sub-0.5 micron CMOS process technologies during the quarter. On-going new
product development resulted in the introduction of 21 new products or product
functions during the quarter, including 7 RISC-based 3.3 volt 32-bit and 64-bit
microprocessor products, 2 cache memory 3.3 volt modules specifically designed
for Pentium systems, and a new family of 12 balanced drive octal FCT logic
devices. In addition, during the quarter, the Company announced the formation of
a new Austin, Texas-based subsidiary, Centaur Technology, Inc., to develop
RISC-based hardware and software components to improve the performance of IDT's
<PAGE>
MIPS RISC processor family. Staffing and related facility start-up expenses
continue at the Company's new 8" wafer fabrication facility in Hillsboro,
Oregon. IDT expects that R&D expenses will increase during the remainder of
fiscal 1996.
Selling, general and administrative (S,G&A) expenses increased by $5.9
million to $20.7 million in the quarter but declined as a percentage of revenues
to 13.6% from 15.6% in the prior year period. Certain variable S,G&A costs that
are functions of revenues and profitability, such as profit sharing, sales
commissions and management bonuses, increased in the quarter. The Company
anticipates that although absolute S,G&A expenses will be likely to increase,
S,G&A expenses will decline as a percentage of revenues during the remainder of
fiscal 1996, as compared to fiscal 1995.
Interest expense increased to $1.5 million compared with $1.0 million
for the same quarter a year ago. The increase resulted from the sale during the
quarter of $201.3 million of 5.5% Convertible Subordinated Notes, due in 2002.
The interest expense related to the issuance of the notes offset lower debt
balances and lower interest rates of the Company's other debt instruments. As a
result of the issuance of the Convertible Subordinates Notes, interest expense
for the remainder of fiscal 1996 will increase compared to fiscal 1995.
Interest income and other, net, increased to $4.4 million in the
quarter as contrasted with $1.2 million in the same quarter a year ago. The
increase in interest income resulted from significantly higher average cash
balances available for investment due to cash generated from operations,
proceeds from a Common Stock offering in December 1994 and the sale of 5.5%
Convertible Subordinated Notes in June of 1995. Interest income also reflected
the general increase of interest rates for investment funds in the current
quarter as compared to the same quarter in the prior year. The Company expects
that interest income and other, net, will increase for the remainder of fiscal
1996 when compared to fiscal 1995.
Income taxes for the quarter are provided at an effective rate of 32%.
This compares to an effective rate of 25% provided in the same quarter a year
ago. The increase in the effective tax rate is the result of the Company's
anticipated improved profitability in fiscal 1996 as compared to 1995. The
effective rate differs from the U. S. statutory rate of 35% primarily due to
earnings of foreign subsidiaries being taxed at lower rates and utilization of
research and development credits.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated $44.7 million of funds from operations in the
quarter. At July 2, 1995, cash and cash equivalents and short-term investments
were $419.4 million, representing an increase of $187.3 million during the first
quarter of fiscal 1996. In addition, the Company had $27.5 million of restricted
cash, representing an increase of $17.1 million during the quarter, required as
collateral under a Tax Ownership Operating
<PAGE>
Lease entered into in January 1995 related to the construction of the Company's
new 8" wafer fabrication facility in Oregon.
During the quarter the Company completed the sale of $201.3 million of
5.5% Convertible Subordinated Notes, due in 2002, netting $196.7 million in
proceeds. The Notes are convertible into shares of common stock of the Company
at $57.25 per share.
During the first three months of fiscal 1996 the Company's net cash
used in investing activities was $129.5 million, of which $27.0 million was used
for capital equipment and property and plant improvements. Cash used for net
purchases and sales of short term investments was $85.4 million.
In view of current capacity requirements, the Company anticipates total
fiscal 1996 capital expenditures of $300.0 million. Principal requirements are
for production equipment at the Company's new 8" Hillsboro wafer fabrication
facility, and additional production equipment at the Company's San Jose' and
Salinas wafer fabrication facilities. The Company may consider additional forms
of financing to help meet its anticipated capital needs for its new Oregon
facility, including a possible bond financing through the State of Oregon, which
could yield proceeds of up to $45 million or more. Incremental production test
equipment at the Company's San Jose', Salinas and Penang, Malaysia facilities is
also included in the planned capital expenditures. In addition, during the last
quarter of fiscal 1995, the Company completed the acquisition of land for a new
assembly and test facility in the Philippines. The Company anticipates that
capital expenditures related to the initial construction and equipment phase for
the new Philippine facility will approximate $9.0 million during fiscal 1996.
The Company believes that existing cash and cash equivalents, cash flow
from operations and existing credit facilities, will be sufficient to meet its
working capital, mandatory debt repayment and anticipated capital expenditure
requirements for the remainder of fiscal 1996. There can be no assurance,
however, that the Company will not be required to seek other financing sooner or
that such financing, if required, will be available on terms satisfactory to the
Company.
FACTORS AFFECTING FUTURE RESULTS
The Company has experienced improvements in revenues, bookings and
profitability during the first quarter of fiscal 1996. Nonetheless, the Company
and the semiconductor industry in general are subject to a variety of
uncertainties.
The Company's operating results have been, and in the future may be,
subject to fluctuations due to a wide variety of factors including the timing of
or delays in new product and process technology announcements and introductions
by the Company or its competitors, competitive pricing pressures, fluctuations
in manufacturing yields, changes in the mix of products sold, availability and
costs of raw materials, the cyclical nature of
<PAGE>
the semiconductor industry, industry-wide wafer processing capacity, economic
conditions in various geographic areas, and costs associated with other events,
such as an underutilization or expansion of production capacity, intellectual
property disputes, or other litigation. The semiconductor industry is highly
cyclical and has been subject to significant downturns at various times that
have been characterized by diminished product demand, production overcapacity,
and accelerated erosion of average selling prices. In recent periods, the
markets for the Company's products, in particular SRAM's, have been
characterized by excess demand over supply and resultant favorable pricing.
These conditions represent a departure from the long-term trend of declining
average selling prices in the semiconductor market. A material increase in
industry-wide production capacity, shift in industry capacity toward products
competitive with the Company's products, reduced demand, or other factors could
result in a rapid decline in product pricing and could adversely affect the
Company's operating results.
The Company ships a substantial portion of its quarterly sales in the
last month of a quarter. If anticipated shipments in any quarter do not occur,
the Company's operating results for that quarter could be adversely affected. In
addition, a substantial percentage of the Company's products are incorporated
into computer and computer-related products, which have historically been
characterized by significant fluctuations in demand. Furthermore, any decline in
the demand for advanced microprocessors which utilize SRAM cache memory could
adversely affect the Company's operating results. In addition, demand for
certain of the Company's products is dependent upon growth in the communications
market. A slowdown in the computer and related peripherals or communications
markets could also adversely affect the Company's operating results.
As a result of production capacity constraints, the Company has not
been able to take advantage of all market opportunities presented to it. Due to
long production lead times and current capacity constraints, any failure by the
Company to adequately forecast the mix of product demand could adversely affect
the Company's sales and operating results. To address its capacity requirements,
the Company has undertaken extensive production expansion programs which face a
number of substantial risks including, but not limited to, delays in
construction, cost overruns, equipment delays or shortages, manufacturing
start-ups or process problems, and difficulties in hiring key managers and
technical personnel. In addition, the Company has never operated an eight-inch
wafer fabrication facility, like the one being built in Oregon, and eight-inch
facilities and production equipment are relatively new to the industry.
Accordingly, the Company could incur unanticipated process or production
problems. To remain competitive, the Company must continue to invest in advanced
manufacturing and test equipment. From time to time, the Company has experienced
production difficulties that have caused delivery delays and quality problems.
There can be no assurance that the Company will not experience manufacturing
problems and product delivery delays in the future as a result of, among other
things, changes to its process technologies, ramping production, installing new
equipment at its facilities and constructing facilities in Oregon and the
Philippines. Further, the Company's existing wafer fabrication facilities are
located relatively near each other in Northern California. If the Company were
unable to use these facilities, as a
<PAGE>
result of a natural disaster or otherwise, the Company's operations would be
materially adversely affected until the Company was able to obtain other
production capability.
The Company's capacity additions will result in a significant increase
in fixed and operating expenses. If revenue levels do not increase sufficiently
to offset these additional expense levels, the Company's operating results could
be adversely impacted in future periods. In this regard, the Company has
historically expensed as period costs, rather than capitalized, the operating
expenses associated with bringing a fabrication facility to commercial
production. Although the Company does not expect the Oregon fabrication facility
to contribute to revenues until fiscal 1997, the Company will recognize
substantial operating expenses associated with the facility in fiscal 1996 and
1997. In addition, in fiscal 1997, the Company anticipates recognizing
substantial depreciation expenses upon commencement of commercial production but
before production of substantial volume is achieved.
To remain competitive, the Company must continue to devote significant
resources to research and development of new products and processes. There can
be no assurance that the Company will be able to develop and introduce new
products in a timely manner, that new products will gain market acceptance, or
that new process technologies can be successfully implemented. Further, the
ability of the Company to compete successfully depends upon a number of factors,
including new product and process technology introductions by the Company and
its competitors, customer acceptance of the Company's products, cost-effective
manufacturing, assertion of intellectual property rights, and general market and
economic conditions. There can be no assurance that the Company will be able to
compete successfully in the future against existing or potential competitors or
that the Company's operating results will not be adversely affected by increased
price competition.
The semiconductor industry is extremely capital-intensive. To remain
competitive, the Company must continue to invest in advanced manufacturing and
test equipment. In fiscal 1996, the Company expects to expend approximately $300
million for the purchase of equipment for the Oregon facility, other ongoing
capital expenditures, and initial funding for the Philippines assembly and test
facility. The Company currently estimates that the cost to construct and equip
the Oregon and Philippines facilities will be approximately $400 to $500 million
and $75 million, respectively. Accordingly, the Company anticipates significant
continuing capital expenditures in the next several years. There can be no
assurance that the Company will not be required to seek financing to satisfy its
cash and capital needs or that such financing would be available on terms
satisfactory to the Company. In this regard, any adverse effect upon the
Company's operating results due to a significant downturn in industry pricing or
otherwise could accelerate the Company's need to seek additional outside
capital.
The semiconductor industry is characterized by vigorous protection and
pursuit of intellectual property rights or positions, which have resulted in
significant and often protracted and expensive litigation. In recent years,
there has been a growing trend of
<PAGE>
companies to resort to litigation to protect their semiconductor technology from
unauthorized use by others. The Company in the past has been involved in patent
litigation which adversely affected its operating results. Although the Company
has obtained patent licenses from certain semiconductor manufacturers, the
Company does not have licenses from a number of semiconductor manufacturers who
have a broad portfolio of patents. The Company has been notified that it may be
infringing patents issued to certain semiconductor manufacturers and other
parties, and is currently involved in several license negotiations. There can be
no assurance that additional claims alleging infringement of intellectual
property rights will not be asserted in the future. The intellectual property
claims that have been or may be asserted against the company could require the
Company to discontinue the use of certain processes or cease the manufacture,
use, and sale of infringing products, to incur significant litigation costs and
damages, and to develop noninfringing technology or to acquire licenses to the
alleged infringed technology. There can be no assurance that the Company would
be able to obtain such licenses on acceptable terms or to develop noninfringing
technology. Further, the failure to renew or renegotiate existing licenses or
significant increases in amounts payable under these licenses could have an
adverse effect on the Company.
The Company is subject to a variety of regulations related to hazardous
materials used in its manufacturing process. Any failure by the Company to
control the use of, or to restrict adequately the discharge of, hazardous
materials under present or future regulations could subject it to substantial
liability or could cause its manufacturing operations to be suspended.
The Company's Common Stock has experienced substantial price volatility
and such volatility may occur in the future, particularly as a result of
quarter-to-quarter variations in the actual or anticipated financial results of
the Company or other companies in the semiconductor industry or in the markets
served by the Company, or announcements by the Company or its competitors
regarding new product introductions. In addition, the stock market has
experienced extreme price and volume fluctuations that have affected the market
price of many technology companies' stocks in particular, these factors may
adversely affect the price of the Common Stock.
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit 11 - Statement re: Computation of Earnings per share
b. Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTEGRATED DEVICE TECHNOLOGY, INC.
Date: August 15, 1995 /s/ Leonard C. Perham
------------------------------------
Leonard C. Perham
Chief Executive Officer
Date: August 15, 1995 /s/ William D. Snyder
------------------------------------
William D. Snyder
Vice President Finance (principal
financial and accounting officer)
Part II. Other information, Item 6a.
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
Quarter Ended
2-Jul-95 3-Jul-94
Primary:
Weighted average shares outstanding 38,212 33,483
Net effect of dilutive stock options 2,512 2,624
------------ ------------
Total 40,724 36,107
============ ============
Net income $ 28,791 $ 16,878
============ ============
Earnings per share $ 0.71 $ 0.47
============ ============
Fully diluted:
Weighted average shares outstanding 38,212 33,483
Net effect of dilutive stock options 2,643 2,624
Assumed conversion of convertible subordinated
notes 1,366
------------ ------------
Total 42,221 36,107
============ ============
Net income $ 28,791 $ 16,878
Add:
Convertible subordinated notes interest, net of
income taxes $ 594
------------ ------------
Adjusted net income $ 29,385 $ 16,878
============ ============
Earnings per share $ 0.70 $ 0.47
============ ============
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUL-02-1995
<CASH> 241872
<SECURITIES> 177548
<RECEIVABLES> 86551
<ALLOWANCES> 3821
<INVENTORY> 40386
<CURRENT-ASSETS> 574113
<PP&E> 410945
<DEPRECIATION> 215825
<TOTAL-ASSETS> 804569
<CURRENT-LIABILITIES> 118716
<BONDS> 196775
<COMMON> 38
0
0
<OTHER-SE> 445775
<TOTAL-LIABILITY-AND-EQUITY> 804569
<SALES> 152195
<TOTAL-REVENUES> 152195
<CGS> 64322
<TOTAL-COSTS> 64322
<OTHER-EXPENSES> 48431
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1506
<INCOME-PRETAX> 42340
<INCOME-TAX> 13549
<INCOME-CONTINUING> 28791
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28791
<EPS-PRIMARY> .71
<EPS-DILUTED> .70
</TABLE>
